AGL CORPORATE CONVERSION ACT 2002

New South Wales Consolidated Acts

- As at 17 July 2009
- Act 16 of 2002

TABLE OF PROVISIONS

Long Title

PART 1 - PRELIMINARY

1. Name of Act
2. Commencement
3. Objects
4. Definitions
5. Preserved resolutions
6. (Repealed)

PART 2 - OVERVIEW OF THE CORPORATISATION AND REGISTRATION OF AGL AS A PUBLIC COMPANY

7. Summary of the steps involved in corporatisation and registration of AGL as a company

PART 3 - CONVERSION AND REGISTRATION RESOLUTIONS

Division 1 - Conversion resolutions

8. What is a conversion resolution?

Division 2 - Registration resolutions

9. What is a registration resolution?

Division 3 - Judicial review of conversion and registration resolutions

10. Application of this Division
11. Irregularities concerning conversion and registration resolutions

PART 4 - CONVERSION OF AGL INTO BODY CORPORATE

Division 1 - Constitution of AGL as a body corporate

12. AGL constituted as body corporate on conversion day
13. Order specifying conversion day

Division 2 - Provisions consequent on conversion of AGL into body corporate

Subdivision 1 - General

14. Corporatised AGL is continuation of AGL
15. Repeal and amendment of AGL legislation, related legislation and resolutions on conversion day

Subdivision 2 - Specific transitional matters

16. Assets, rights and liabilities of AGL taken to be assets, rights and liabilities of corporatised AGL
17. Preserved resolutions of AGL to continue to have effect after conversion day
18. Share capital and shareholdings in corporatised AGL
19. Officers and employees of AGL taken to be officers and employees of corporatised AGL
20. Contracts and arrangements with AGL
21. Construction of references to AGL and AGL legislation
22. Accounts of corporatised AGL
23. Auditor of AGL
24. Effect on proceedings
25. Subdivision does not limit section 14

Division 3 - Application of Corporations legislation to corporatised AGL

26. Application of Corporations legislation concerning companies to corporatised AGL
27. Application of certain ASX Listing Rules to corporatised AGL
28. Corporatised AGL authorised to issue public documents and negotiable instruments with AGL’s existing ARBN
29. (Repealed)
30. Changes to corporate structure of corporatised AGL permitted

PART 5 - REGISTRATION OF CORPORATISED AGL AS A PUBLIC COMPANY

Division 1 - Authorisation to transfer incorporation

31. Corporatised AGL may apply to be registered as a public company under Corporations Act 2001

Division 2 - Compliance certificate

32. Minister may issue compliance certificate

Division 3 - Provisions consequent on transfer of incorporation of corporatised AGL

33. Registered AGL is continuation of corporatised AGL
34. Part 4 of Gas Industry Restructuring Act 1986 ceases to have effect on registration day
35. Registered AGL is authorised to use existing name
36. Registered AGL authorised to issue public documents and negotiable instruments with AGL’s existing ARBN
37. Certain preserved resolutions continue in effect after registration day
38. Certain benefits and financial assistance given by registered AGL under a preserved resolution authorised
39. Application of certain ASX Listing Rules to registered AGL
40. Auditor and accounts of registered AGL
41. Use of amount standing to credit of share premium reserve
42. Exclusion of Corporations legislation that applies to registered AGL as federal law

PART 6 - MISCELLANEOUS

43. Regulations
44. Effect of this Act on contracts, instruments and related matters
45. Exemption from State tax
46. (Repealed)
47. Savings, transitional and other provisions
Schedule 1 (Repealed)
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
Schedule 5 (Repealed)
SCHEDULE 6